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THE SOUTHEASTERN PARTNERSHIP, INC.
SUBGRANT AGREEMENT
This Subgrant Agreement (“Agreement”) is hereby entered into by and between The
Southeastern Partnership, Inc., a North Carolina nonprofit corporation (the “Subgrantor”), and
New Hanover County, a body politic and corporate of the State of North Carolina, (the
Subrecipient”) (referred to collectively as the “Parties”).
RECITALS
WHEREAS, Subgrantor has received a grant (“Grant”) from the North Carolina Office of
State Budget and Management (“OSBM”), the proceeds of which are to be allocated for the
purpose of funding, in whole or in part, the evaluation or improvement of existing and new
industrial sites, construction or renovation of buildings for industrial use, and the
analysis/marketing/oversight pertinent to spurring new economic growth and development within
the NCSE footprint; and
WHEREAS, Subrecipient has applied for funds out of the Grant (the “Subgrant”) to be
used to fund the project identified in the Scope of Work attached hereto as Exhibit A (the
Project”); and
WHEREAS, Subgrantor has approved Subrecipient’s application and has agreed, on and
subject to the terms, provisions, and conditions contained in this Agreement, to make a Subgrant
to Subrecipient in an amount not to exceed Two Hundred Thousand and 00/100 Dollars
200,000.00) (the “Maximum Subgrant Amount”), the proceeds of which will be used to fund the
Project in whole or in part.
NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and
agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1.SUBGRANT. Subject to the terms and conditions of this Agreement, Subgrantor agrees
to reimburse Subrecipient up to the Maximum Subgrant Amount for costs incurred in connection
with the Project described in the Scope of Work either in one (1) lump sum upon completion of
the work or pursuant to multiple reimbursement requests, in either case, in accordance with the
reimbursement provisions set forth in the Scope of Work and this Agreement. Notwithstanding
anything to the contrary in this Agreement, the Maximum Subgrant Amount shall not exceed Two
Hundred Thousand and 00/100 Dollars ($200,000.00).
2.PERIOD OF PERFORMANCE. Subrecipient’s performance period for this Agreement
shall commence on delivery by Subgrantor to Subrecipient of written notice to proceed with the
Project and shall continue through April 30, 2026 (the “Estimated Completion Date”). If the
Project falls behind schedule by more than one hundred twenty (120) days, Subgrantor may, in its
sole discretion, terminate the Subgrant.
New Hanover County Contract # 25-0398
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3.SUBRECIPIENTS’ REPRESENTATIONS, WARRANTIES, AND COVENANTS.
a)Organization, Status and Authority. Subrecipient (i) is duly organized, validly
existing, and in good standing under the laws of the state of its formation, (ii) has the power,
authority, and legal right to carry on the business conducted by it and to engage in the transactions
contemplated by this Agreement, and (iii) has taken all action necessary to authorize the execution
and delivery of this Agreement and the performance of all of its obligations thereunder.
b)Valid Execution and Delivery. This Agreement has been duly executed and
delivered by Subrecipient and is the legal, valid, and binding obligation of Subrecipient and is
enforceable in accordance with its terms.
c)No Violations, Conflicts or Liens. The execution and delivery by Subrecipient of
this Agreement, and the performance of its obligations thereunder, will not (i) violate any provision
of the organizational documents of Subrecipient or any indenture, agreement, or other instrument
to which Subrecipient is a party, (ii) be in conflict with, result in a breach of, or constitute (with
lapse of time or the giving of notice, or both) a default under, any such organizational document,
indenture, agreement or other instrument, or (iii) require action or approval by any third person or
any governmental authority that has not already been obtained.
d) Permits, Approvals, Environmental Matters and Contracts. All presently
obtainable public and private consents, permits, licenses, and approvals necessary or required to
undertake the Scope of Work have been obtained, and Subrecipient is not aware of any facts which
indicate that any such consents, permits, licenses, and approvals to be issued in the future will not
be obtainable when requested.
e)Plans. The final plans and specifications for the Project will comply with all
applicable covenants, restrictions, laws, ordinances, rules and regulations, all applicable
government authorities, and the beneficiaries of any applicable restrictive covenants.
f)Vendor Payments. Subrecipient will pay on or before the date all vendor bills
incurred by it in connection with the Project and will indemnify and hold Subgrantor harmless
from any claim arising from or related to any such vendor bill.
g)Compliance with Laws. Subrecipient will ensure that the Project proceeds in
compliance with all applicable zoning ordinances, building codes, and all other applicable local,
regional, state and federal laws, rules, regulations, ordinances, and/or requirements, and will
ensure that all governmental permits, licenses, and approvals required in connection with the
Project are obtained.
h)Subrecipient has obtained a guaranteed match of at least twenty percent (20%) of
the Subgrant amount as set forth in Exhibit B.
i)The Subrecipient’s Scope of Work attached as Exhibit A is a complete and concise
scope of goods or services supported by this Agreement and is consistent with language in S.L.
2021-180, as amended by S.L. 2021-189.
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j)The Subrecipient agrees to use the Subgrant funds in accordance with cost items
set forth in the Subrecipient’s budget, incorporated in Exhibit A (the “Budget”). Subrecipient may
reallocate and/or redistribute among budgeted items up to ten percent (10%) in overall budget costs
without the express written permission of the Subgrantor. Subrecipient represents and warrants
that the Budget has been prepared by Subrecipient, and Subrecipient represents to Subgrantor that
it does include all costs and expenses (the “Aggregate Cost”) incident to the Project through the
Estimated Completion Date. Subgrantor shall not be required to reimburse Subrecipient for any
cost not set forth in the Budget.
k)The Subrecipient understands and acknowledges that total subgrant funding
available under this Agreement will not exceed Two Hundred Thousand and 00/100 Dollars
200,000.00). The Subrecipient acknowledges that it has provided the following additional
documentation to Subgrantor as Exhibits to this Agreement:
i)Internal Revenue Service W-9 form (includes address, Tax ID) – Exhibit C;
ii)Policy addressing conflicts of interest – Exhibit D; and
iii)Sworn Statement of no overdue tax debts – Exhibit E.
l)The Subrecipient understands and acknowledges that compliance with (i) all
statutory provisions outlined in G.S. 143C-6-22 - Use of State funds by non-State entities, (ii) the
regulatory provisions of 9 N.C.A.C. Subchapter 3M, and (iii) the requirements found in S.L. 2021-
180, Section 5.2, 5.3, and 40.8 as amended by S.L. 2021-189 is required and covenants to comply
therewith.
m)The Subrecipient covenants and agrees that:
i)All Subgrant funds will be used for nonsectarian, nonreligious purposes
only.
ii)No Subgrant funds may be used for the annual salary of any individual
employee of a nonprofit organization.
iii)It will submit to Subgrantor within three (3) calendar days after the end of
each calendar quarter reports on performance documenting progress in accordance with the
project timeline submitted by Subrecipient.
iv)It will submit a final report on financial and performance progress in
accordance with Sections 4(b) and 7(e).
v)It will comply with 9 N.C.A.C. Subchapter 3M.0205.
n)Pursuant to G.S. 143C-6-8, the Subrecipient understands and agrees that funding
shall be subject to the availability of appropriated funds. In the event of Agreement termination
due to lack of adequate appropriated funds, the North Carolina Office of State Budget and
Management (“Agency”) will ensure that it will pay Subgrantor for services and goods acquired
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and obligated on or before the notice of Agreement termination, thereby enabling Subgrantor to
reimburse Subrecipient for such services and goods.
o)Subrecipient covenants and agrees that the following text and logo will appear on
or be included in all Project materials:
i)“North Carolina’s Southeast provided funding for this project via an
appropriation from the State of North Carolina.”
ii)Logo – see attached Exhibit F.
4.SUBGRANTOR’S DUTIES:
a)The Subgrantor shall ensure that funds allocated and disbursed pursuant to Session
Law 2021-180, as amended by S.L. 2021-189, comply with the intent and guidance found in these
Session Laws and ensure compliance with related state statutes and financial management
standards.
b)The Subgrantor shall:
i)Require Subrecipient to submit along with its request for reimbursement
described in Section 5 a financial and performance reporting document that incorporates
the requirements of 9 N.C.A.C. Subchapter 3M.0205 and require the Subrecipient to:
A)Certify that cost reimbursement requests were incurred for the
intended purpose.
B)Provide an accounting for expenses incurred.
C)Provide activities, accomplishments, and performance measures.
D)Provide supporting invoices, contracts, payroll information or other
documents to support expenditures.
A copy of the Quarterly Grant Performance Report is attached hereto as Exhibit G.
The required financial data to be reported by Subrecipient shall be entered in the format to
be provided to Subrecipient by Subgrantor at a later date.
ii)Provide a secure method for submitting financial and performance reports.
iii)Conduct financial and performance monitoring until the contract is
completed.
iv)Subject to Section 2 above, extend the term of this Agreement in the
discretion of Subgrantor.
5.SUBRECIPIENT REIMBURSEMENT. Upon satisfaction of the Conditions to
Reimbursement set forth in Section 6 below, the reimbursement timing requirements established
in the Scope of Work, and submission of a duly completed, signed, and certified Reimbursement
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Request Form, a form of which will be provided to Subrecipient upon request, accompanied by all
supporting documentation, Subgrantor shall reimburse Subrecipient for the expenses identified in
such Reimbursement Request Form within thirty (30) days after receiving such Reimbursement
Request. Reimbursements shall be made by corporate check.
6.CONDITIONS TO REIMBURSEMENT. Subgrantor shall not be obligated to satisfy a
Request for Reimbursement until all the following conditions have been satisfied by proper
evidence, execution and/or delivery to Subgrantor of the following items, all in form and substance
satisfactory to Subgrantor:
a)Subrecipient is in good financial standing with Subgrantor and has paid its annual
fiscal year assessment.
b)Insurance. If requested, originals of the following insurance policies with respect
to the Project, together with paid premium receipts, each of which policies shall (i) be issued by
companies, contain terms, and provide coverages of types and in amounts, as are satisfactory to
Subgrantor, (ii) include provisions for a minimum 30-day advance written notice to Subgrantor of
any cancellation, reduction in coverage or other modification, and (iii) designate Subgrantor as an
additional insured:
i)If applicable, an “all-risk,” non-reporting builder’s risk insurance policy;
ii)A workmen’s compensation insurance policy (provided by the contractor);
iii)If applicable, a flood insurance policy or evidence that no portion of the
Project is located within an area designated as a flood hazard area under the Flood Disaster
Protection Act of 1973;
iv)A liability insurance policy; and
v)Such other insurance as may be required by Subgrantor.
c)Compliance with Laws. Evidence that the construction, use, and development of
the Project comply with all applicable federal, state, regional and local laws, rules, regulations and
ordinances including, without limitation, environmental laws, and that all governmental and
private permits, licenses, and approvals necessary for the construction, use, and development of
the Project have been obtained.
d)Permits. Copies of any and all permits required in connection with the Project,
together with evidence that all fees for such permits have been paid.
e)Continuing Representations and Warranties. All of the representations, warranties,
and covenants of Subrecipient set forth herein shall be true and correct on and as of the date of the
reimbursement request with the same effect as if made on such date.
f) Satisfaction of Prior Conditions. All conditions of any/all previous
reimbursement(s) shall have been, and shall remain, satisfied.
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g)No Defaults. There shall be no default under this Agreement.
h)Additional Items. Subgrantor shall have received the following additional items,
all in form and substance acceptable to Subgrantor and its counsel:
i)If applicable, a certificate of the inspector acceptable to Subgrantor.
ii)If requested by Subgrantor, written acknowledgements from any contractor
and all materialmen dealing directly with Subrecipient of payment and releases of liens and
rights to claim liens through the date of the last preceding reimbursement (and concurrently
with the final reimbursement).
iii)If requested by Subgrantor, evidence that the then-completed portion of the
Project, (A) to the extent required, has been duly inspected and approved by all
governmental and regulatory authorities, and (B) complies with all applicable zoning
ordinances, building codes and all other applicable federal, state, regional and local laws,
rules, regulations, and/or requirements.
7.FUNDS MANAGEMENT.
The Subrecipient agrees that funds received and expended through this Agreement shall be
subject to the following:
a)All accounts payable disbursements, check register disbursements and related
transactions shall be managed in a detailed manner that supports fully transparent accounting of
all financial transactions associated with the funding allocations described in Section 3 above.
b)If eligible, the Subrecipient shall:
i)Exclude all refundable sales and use taxes from all reportable expenditures
before the expenses are entered in their final project status report.
c)Reported, documented, and certified pursuant to and in accordance with the
requirements set forth in Section 4(b) above.
8.POST-GRANT AWARD DOCUMENTATION REQUIREMENTS.
The Subrecipient agrees to submit the report required pursuant to Sections 4(b) and 7(c)
when it submits its request for reimbursement pursuant to Section 5. The method for reporting is
described in Exhibit G and the format for required financial/expense reporting will be provided by
Subgrantor upon request. All reports and supporting documents shall include the Subrecipient
information and shall be submitted as prescribed to the Subgrantor.
The Subrecipient agrees that all program activity results information reported shall be
subject to review and authentication as described in Section 10 and Subrecipient will provide
access to work papers, receipts, invoices, and reporting records, if requested by the Subgrantor or
the OSBM, as the OSBM executes any monitoring or internal audit responsibilities.
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9.AGREEMENT ADMINISTRATORS.
All notices permitted or required to be given by one Party to the other and all questions
about the Agreement from one Party to the other shall be addressed and delivered to the other
Party’s Agreement Administrator. The name, post office address, street address, telephone
number, fax number, and email address of the Parties’ respective initial Agreement Administrators
are set out below. Either Party may change the name, post office address, street address, telephone
number, fax number, or email address of its Agreement Administrator by giving timely written
notice to the other Party.
Subrecipient and Subgrantor Point of Contact
Subrecipient Contract Administrator Subgrantor Contract Administrator
Name: Jessica Berardi
Address: 230 Government Center Dr; Suite 165
Wilmington, NC 28403
Email: jberardi@nhcgov.com
Office#: (910) 798-7182
Mobile#:
Fiscal year end date: 6/30
Steve Yost
The Southeastern Partnership, Inc.
707 W. Broad Street
Elizabethtown, NC 28337
Office#: (910) 862-8511
Mobile#: (910) 991-5689
Email: stevey@ncse.org
10.MONITORING AND AUDITING.
The Subrecipient acknowledges and agrees that, from and after the date of execution of
this Agreement and for five (5) years following its termination, the books, records, documents,
and facilities of the Subrecipient are subject to being audited, inspected and monitored at any time
by the OSBM upon its request (whether in writing or otherwise). The Subrecipient further agrees
to provide OSBM staff and staff of the Office of State Auditor with access to financial and
accounting records to support internal audit, financial reporting and related requirements.
The Subrecipient acknowledges and agrees that, regarding the Subgrant funds, it will be
subject to the audit and reporting requirements prescribed in G.S. 159-34, Local Government
Finance Act – Annual Independent Audit, rules, and regulations. Such audit and reporting
requirements may vary depending upon the amount and source of grant funding received by the
Subrecipient and are subject to change.
11.TAXES.
The Subrecipient shall be considered to be an independent Subrecipient and as such shall
be responsible for all applicable taxes. The Subrecipient agrees to provide the Subgrantor with the
Subrecipient’s correct taxpayer identification number upon the execution of this Agreement. The
Subrecipient agrees that failure to provide the Subgrantor with a correct taxpayer identification
number authorizes the Subgrantor to withhold any amount due and payable under this Agreement.
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12.SITUS.
This Agreement shall be governed by and construed in accordance with the laws of North
Carolina and any claim for breach or enforcement of this Agreement shall be filed in State court
in Bladen County, North Carolina.
13.COMPLIANCE WITH LAW.
The Subrecipient shall remain independent of and from Subgrantor and as such shall be
wholly responsible for the scope of work to be performed under this Agreement and for the
supervision of its employees, assistants, contractors, and subcontractors. The Subrecipient
represents that it has or will secure, at its own expense, all personnel required to perform the
services under this Agreement. Such employees or contractors shall not be employees of or have
any individual contractual relationship with the Subgrantor or OSBM. The Subrecipient shall be
responsible for compliance with all laws, ordinances, codes, rules, regulations, licensing
requirements, and other regulatory matters that are applicable to the conduct of its business and
work performance under this Agreement, including those of Federal, State, and local agencies
having appropriate jurisdiction.
The Subrecipient acknowledges and agrees that, in its conduct under this Agreement and
in connection with any and all expenditures of Subgrant funds made by it, it shall comply with the
cost principles enunciated in the Code of Federal Regulations, 2 CFR, Part 200. The Subrecipient
further acknowledges and agrees that, if it grants any of the Subgrant funds awarded hereunder to
one or more sub-sub-recipients, the Subrecipient shall, by contract, ensure that said cost principles
are made applicable to and binding upon any and all such sub-sub-recipients, etc. in their handling,
use and expenditure of the funds awarded to the Subrecipient hereunder.
14.TERMINATION OF AGREEMENT.
This Agreement may be terminated by mutual consent upon thirty (30) days prior written
notice to the other Party, or as otherwise provided by law or this Agreement. As soon as reasonably
possible following termination of this Agreement, the amount of any residual unexpended funds
shall be transferred to the Subgrantor.
Subgrantor may terminate this Agreement upon five (5) days prior written notice to
Subrecipient if Subgrantor determines in its sole discretion that the Project is not likely to move
forward or progress on a timely basis.
15.AMENDMENTS.
This Agreement may only be amended in a writing which documents approval of changes
by both the Subgrantor and the Subrecipient.
16.AGREEMENT CLOSE-OUT PROCESS.
The Subrecipient agrees to submit to the Subgrantor a complete performance and
expenditure status report (final report) within thirty (30) days after the completion of the Project
or final expenditure date, whichever is later.
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Subrecipient will be deemed noncompliant if its final report is not submitted within the 30-
day period stated above. Once the complete final performance and financial status report package
has been received and evaluated by both the Subgrantor and OSBM, the Subrecipient will receive
official notification of Agreement close-out. The letter will inform the Subrecipient that the
Subgrantor is officially closing the Agreement and retaining all Agreement files and related
material for a period of five (5) years or until all audit exceptions have been resolved, whichever
is longer.
Signatures on following page.]
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17.AUTHORIZED SIGNATURE WARRANTY.
The undersigned represent and warrant that they are authorized to bind their principals to
the terms of this Agreement. In Witness Whereof, the Subrecipient and the Subgrantor have
executed this Agreement in duplicate originals, with one original being retained by each Party.
SUBRECIPIENT:
NEW HANOVER COUNTY, a body politic and
corporate of the State of North Carolina
By: __________________________________________
Name: ________________________________________
Date: _________________________
SUBGRANTOR:
THE SOUTHEASTERN PARTNERSHIP, INC., a
North Carolina nonprofit corporation
By: __________________________________________
Name: Steve Yost, President
Date: 11/20/2024
New Hanover County digital signature page attached hereto and incorporated herein by reference.
Exhibit A
Scope of Work and Budget
See attached)
PROJECT TITLE:Holly Shelter Business Park - Infrastructure
APPLICANT ORGANIZATION:Wilmington Business Development
APPLICANT CONTACT:Susan Herring, Executive Assistant
PROJECT DESCRIPTION:With easy access to I-140 and I-40, the Holly Shelter Road site marks the
next frontier for New Hanover County’s economic development strategy.
Unique among North Carolina counties, New Hanover County is small when
measured by land mass but has a fast-growing population and dynamic 21st-
century economy. Southern New Hanover County is almost fully developed,
thus the need to push towards Castle Hayne (Blue Clay Road, Holly Shelter
Road, Sidbury Road, etc.) for development purposes. Work is underway to
design and construct a business park off of Holly Shelter Road. The site
consists of approximately 300 acres and is intended to have all of the
necessary infrastructure in place for employers to move into the park and
invest in the region. Development is currently planned to occur in phases.
Design and implementation of infrastructure for phase one of the park is
currently underway. If selected for funding through this program, the
associated capital will be utilized towards the construction of necessary
improvements at the park.
DESIRED OUTCOME:We are completely confident that the Holly Shelter Road property in New
Hanover County is a strategic opportunity that proactively prepares our
region for the next wave of global business expansion. Comparable
positions in the region, like the Pender Commerce Park, have resulted (as of
August 2024) in +$500M capex investment, +1,500 jobs and +1.5M sf under
roof with significantly more on the way. We see that kind of potential with
this land position.
PDF GRANT AMOUNT REQUESTED:$200,000.00
PROJECT COSTS:
TOTAL PROJECT BUDGET:$750,000.00
PROJECT BUDGET DESCRIPTION:The total project is divided into four phases of infrastructure development.
The current overall cost estimate for all four phases of the project is
approximately $15,000,000. The current focus is on the first phase of
infrastructure for the industrial park. The NCSE funding will be utilized to aid
in the funding of off-site transportation improvements that are needed as
part of the first phase of the development to mitigate the traffic generation
from the industrial park. The anticipated transportation improvements for
the first phase include a right and left turn lane into the industrial park site.
LOCAL MATCH AMOUNT:$40,000.00
LOCAL MATCH DESCRIPTION:New Hanover County - Bond proceeds related to debt issued by NHC
FINANCIAL STRATEGIC PARTNERS:NCSE
New Hanover County
ESTIMATED COMPLETION DATE:3/6/2026
Exhibit B
Match Guarantee
Local Match Guarantor Amount
New Hanover County $40,000.00
Exhibit C
Subrecipient’s W-9
See attached)
Exhibit D
Conflict of Interest Policy
See attached)
Exhibit E
Sworn Statement of No Overdue Tax Debt
See attached)
State of North Carolina – No Overdue Tax Debt
20__
Certification:
We certify that New Hanover County does not have any overdue tax debts, as defined by N.C.G.S.
105-243.1, at the federal, State, or local level. We further understand that any person who makes
a false statement in violation of N.C.G.S. 143-6.2(b2) is guilty of a criminal offense punishable as
provided by N.C.G.S. 143-34(b).
Sworn Statement:
I, ______________________, being duly sworn, say that I am the _________________________
of New Hanover County, a body politic and corporate of the State of North Carolina; and that the
foregoing certification is true, accurate and complete to the best of my knowledge and was made
and subscribed by me. I also acknowledge and understand that any misuse of State funds will be
reported to the appropriate authorities for further action.
Name: _________________________
Title: __________________________
The State of North Carolina
County of ________________
Sworn to and subscribed before me this day by __________________________________
Date: ___________________ ______________________________
Notary Signature and Seal)
My commission expires: ________________
Official Seal)
Exhibit F
Specimen North Carolina’s Southeast Logo
Exhibit G
Quarterly Grant Performance Report
See attached)
State Construction and Infrastructure Fund (SCIF)
Grant Grant Performance Report - Quarterly
As required by your signed Subgrant Agreement with The Southeastern Partnership Inc., you
must report on your use of SCIF Grant funds. This includes outlining activities,
accomplishments, and performance measures associated with the grant.
Organization:
Date:
Reporting Period:
Name:
Please provide a report of activities and accomplishments related to your contract with The
Southeastern Partnership, Inc. during this reporting period.
Please provide detail explanation to all modifications of your project completion timeline.
SA
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